<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ to __________
COMMISSION FILE NUMBER 1-11727
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1493906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8801 SOUTH YALE AVENUE, SUITE 310
TULSA, OKLAHOMA 74137
(Address of principal
executive offices
and zip code)
(918) 492-7272
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
At June 30, 1997, the registrant had units outstanding as follows:
Heritage Propane Partners, L.P. 4,285,000 Common Units
3,702,943 Subordinated Units
<PAGE> 2
FORM 10-Q
HERITAGE PROPANE PARTNERS, L.P.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Heritage Propane Partners, L.P. and Subsidiaries
Consolidated Balance Sheets as of May 31, 1997
and August 31, 1996 1
Consolidated Statements of Operations for the three and
nine months ended May 31, 1997 and May 31,1996 (Predecessor) 2
Consolidated Statements of Cash Flows for the nine months
ended May 31, 1997 and May 31,1996 (Predecessor) 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signatures
</TABLE>
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<PAGE> 3
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
ASSETS May August
31, 1997 31, 1996
-------- --------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,696 $ 1,170
Accounts receivable, net 11,568 10,859
Inventories 8,452 11,115
Prepaid expenses 1,183 870
-------- --------
Total current assets 22,899 24,014
PROPERTY, PLANT AND EQUIPMENT, net 112,038 110,342
INVESTMENT IN AFFILIATES 4,205 4,882
INTANGIBLES AND OTHER ASSETS, net 49,923 48,612
-------- --------
Total assets $189,065 $187,850
======== ========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Working capital facilities $ 300 $ 5,600
Accounts payable 9,767 13,155
Accrued and other current liabilities 8,960 5,730
Current maturities of long-term debt 360 243
-------- --------
Total current liabilities 19,387 24,728
LONG-TERM DEBT, less current maturities 139,293 132,521
-------- --------
Total liabilities 158,680 157,249
-------- --------
PARTNERS' CAPITAL:
Common unit holders (4,285,000 units outstanding) 16,277 16,392
Subordinated unit holders (3,702,943 units outstanding) 13,803 13,902
General Partner 305 307
-------- --------
Total partners' capital 30,385 30,601
-------- --------
Total liabilities and partners' capital $189,065 $187,850
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONSOLIDATED BALANCE SHEETS.
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<PAGE> 4
HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
May 31, May 31, May 31, May 31,
1997 1996 1997 1996
--------- --------- --------- ---------
(Predecessor) (Predecessor)
<S> <C> <C> <C> <C>
REVENUES
Retail $ 26,438 $ 24,800 $ 113,664 $ 90,729
Wholesale 10,898 8,334 49,080 36,365
Other 3,576 3,589 13,551 13,111
--------- --------- --------- ---------
Total revenues 40,912 36,723 176,295 140,205
--------- --------- --------- ---------
COST AND EXPENSES
Cost of products sold 24,453 21,739 113,519 85,550
Depreciation and amortization 2,848 2,373 8,165 6,969
Selling, general and administrative 1,342 1,147 3,978 3,061
Operating expenses 9,812 8,672 31,323 27,526
--------- --------- --------- ---------
Total costs and expenses 38,455 33,931 156,985 123,106
--------- --------- --------- ---------
OPERATING INCOME 2,457 2,792 19,310 17,099
--------- --------- --------- ---------
GAIN (lOSS) 0N DISPOSAL OF ASSETS (44) 31 267 146
OTHER INCOME (EXPENSE) 21 (131) (10) (66)
EQUITY IN EARNINGS OF AFFILIATES 111 41 562 409
INTEREST EXPENSE (2,961) (3,195) (8,911) (9,974)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE MINORITY INTEREST (416) (462) 11,218 7,614
PROVISION FOR INCOME TAXES (4) 228 (24) (3,313)
MINORITY INTEREST (71) (38) (493) (355)
--------- --------- --------- ---------
NET INCOME (LOSS) $ (491) $ (272) $ 10,701 $ 3,946
========= =========
GENERAL PARTNER'S INTEREST IN
NET INCOME (LOSS) (5) 108
========= =========
LIMITED PARTNERS' INTEREST IN
NET INCOME (LOSS) $ (486) $ 10,593
========= =========
NET INCOME (LOSS) PER LIMITED
PARTNER UNIT $ (0.06) $ 1.33
========= =========
WEIGHTED AVERAGE NUMBER OF UNITS
OUTSTANDING 7,987,943 7,987,943
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONSOLIDATED STATEMENTS
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<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended
May 31, May 31,
1997 1996
-------- --------
(Predecessor)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 10,701 $ 3,946
Reconciliation of net Income to net cash provided by
operating activities---
Depreciation and amortization 8,165 6,969
Provision for losses on accounts receivable 492 216
Gain on disposal of assets (267) (146)
Other --- 173
Increase in deferred income taxes --- 3,278
Undistributed earnings of affiliates (519) (417)
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable (775) (2,304)
Inventories 2,868 4,445
Prepaid expenses (26) (1,591)
Intangibles and other assets (301) (655)
Accounts payable (3,495) 143
Accrued and other current liabilities 3,127 74
-------- --------
Net cash provided by operating activities 19,970 14,131
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired (3,941) (8,367)
Capital expenditures (5,566) (5,842)
Proceeds from asset sales 1,360 258
-------- --------
Net cash used in investing activities (8,147) (13,951)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 45,013 36,745
Principal payments on debt (45,393) (35,465)
Unit distribution to partners (10,917) ---
Other --- 28
-------- --------
Net cash provided by (used in) financing activities (11,297) 1,308
-------- --------
INCREASE IN CASH 526 1,488
CASH, beginning of period 1,170 1,237
-------- --------
CASH, end of period $ 1,696 $ 2,725
======== ========
NONCASH FINANCING ACTIVITIES:
Notes payable incurred on noncompete agreements $ 1,294 $ 500
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
Interest $ 6,561 $ 10,140
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONSOLIDATED STATEMENTS.
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<PAGE> 6
HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT DATA)
1. GENERAL:
The accompanying unaudited consolidated financial statements have been prepared
by Heritage Propane Partners, L.P. (the Partnership) and should be read in
conjunction with the Partnership's consolidated financial statements as of
August 31, 1996 and the notes thereto included in the Partnership's
consolidated financial statements included in Form 10-K as filed with the
Securities and Exchange Commission. The foregoing financial statements include
only normal recurring accruals and all adjustments which the Partnership
considers necessary for a fair presentation.
2. DETAILS TO CONSOLIDATED BALANCE SHEETS:
Inventories are valued at the lower of cost or market. The cost of fuel
inventories is determined using average cost while the cost of appliances,
parts and fittings is determined by the first-in, first-out method. Inventories
consist of the following:
<TABLE>
<CAPTION>
MAY 31, AUG. 31,
1997 1996
-------- --------
(UNAUDITED)
<S> <C> <C>
Fuel $ 5,190 $ 7,735
Appliances, parts and fittings 3,262 3,380
-------- --------
$ 8,452 $ 11,115
======== ========
</TABLE>
3. INCOME OR LOSS PER LIMITED PARTNER UNIT:
Income or loss per limited partner unit is computed by dividing net income or
loss, after considering the General Partner's one percent interest, by the
weighted average number of Common and Subordinated Units outstanding.
4. CASH DISTRIBUTIONS:
A cash distribution of $2,820, or $.353 per Common and Subordinated unit, was
paid on October 15, 1996 to Unitholders of record on October 1, 1996 and $58
was distributed to the General Partner. Cash distributions of $3,993 or $.50
per Common and Subordinated unit, were paid on January 14, 1997 and on April
14, 1997 to Unitholders of record on January 2, 1997 and April 2, 1997
respectively. The General Partner received $82 from each of these
distributions.
5. RECLASSIFICATIONS:
Certain prior quarter amounts have been reclassified to conform with the
current quarter presentations. These reclassifications have no impact on net
income or loss.
-4-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ANALYSIS OF UNAUDITED HISTORICAL RESULTS OF OPERATIONS
On June 28, 1996, Heritage Propane Partners, L.P. (the Partnership)
acquired certain assets of Heritage Holdings, Inc. (the Company) and completed
an initial public offering. The following discussion reflects for the periods
indicated the results of operations and operating data for the Partnership and
its predecessor, the Company. Since May 31, 1996, the Company/Partnership has
consummated nine acquisitions which affect the comparability of prior period
financial results as they are, for the most part included in all nine months
for the period ending May 31, 1997 and the three months then ended, yet the
acquisition volumes were not included in the comparable periods of the prior
year. Amounts discussed below reflect 100% of the results of operations of M-P
Oils Partnership, a general partnership in which the Partnership owns a 60%
interest. Because M-P Oils Partnership is primarily engaged in lower-margin
wholesale propane distribution, its contribution to the Partnership's net
income and EBITDA is not significant.
The Partnership's results of operations are, and the Company's results of
operations were, dependent in a large part on weather conditions in their
service areas. Because a substantial portion of the Partnership's propane is
used in the heating-sensitive residential and commercial markets, the
temperatures realized in the Partnership's areas of operations, have a
significant effect on the financial performance of the Partnership. As a
result, volumes of propane sold are highest during the peak heating season of
November through March. Warmer than normal weather during this peak season will
tend to have a negative effect on the volumes of propane sold.
The retail propane business is a "margin-based" business in which gross
profits depend on the excess of sales price over propane supply costs. The
market price of propane is often subject to volatile changes as a result of
supply or other market conditions over which the Partnership has no control.
Since rapid increases in the wholesale cost of propane, as was seen during the
current heating season, may not be immediately passed on to retail customers,
such increases could reduce the Partnership's gross profits.
Nine Months Ended May 31, 1997 Compared to Nine Months Ended May 31, 1996.
Volume. During the nine months ended May 31, 1997, the Partnership sold
107.0 million retail gallons, an increase of 6.1 million retail gallons or 6.0
% from the 100.9 million retail gallons sold in the nine months ended May 31,
1996. This increase was primarily attributable both to the effect of
acquisitions and internal growth, but was offset by warmer than normal weather
in the Partnership's southeast and southwest areas of operation.
The Partnership also sold approximately 97.8 million wholesale gallons in
the nine months ended May 31, 1997, an increase of 3.1 million wholesale
gallons or 3.3% from the 94.7 million wholesale gallons in the nine months
ended May 31, 1996. The increase in wholesale volumes was mainly attributable
to the increased wholesale volumes in the foreign operations of M-P Oils
Partnership.
Revenues. Total revenues increased $36.1 million or 25.7% to $176.3
million for the nine months ended May 31, 1997, as compared to $140.2 million
for the nine month period ended May 31, 1996. Domestic revenues increased $25.7
million or 22.9% to $138.0 million for the nine months ended May 31, 1997, as
compared to $112.3 million for the nine months ended May 31, 1996. Foreign
revenues increased $10.4 million or 37.3% to $38.3 million for the nine months
ended May 31, 1997, as compared to $27.9 million for the comparable nine month
period last year. The increase in foreign revenues was mainly attributable to
increased selling prices whereas the increased domestic revenues were due to
higher selling prices and greater volumes associated with acquisitions and
internal growth.
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<PAGE> 8
Cost of Sales. Total cost of sales increased $27.9 million or 32.6% to
$113.5 million for the nine months ended May 31, 1997, as compared to $85.6
million for the nine months ended May 31, 1996. Domestic cost of sales
increased $17.6 million or 30.1% to $76.1 million for the nine months ended May
31, 1997, as compared to $58.5 million for the comparable nine month period
last year. Foreign cost of sales increased $10.3 million or 38.0% to $37.4
million for the nine months ended May 31, 1997, as compared to $27.1 million
for the nine months ended May 31, 1996. The increases in domestic and foreign
cost of sales were primarily attributable to higher propane costs, domestic
being an average of $.116 per gallon over last year and foreign an average of
$.119 per gallon, and the increase in retail gallons.
Gross Profit. Gross profit increased $8.2 million or 15.0% to $62.8
million for the nine months ended May 31, 1997, as compared to $54.6 million
for the same nine month period last year. This increase was mainly attributable
to an increase in retail volumes sold and an increase in domestic and foreign
margins.
Operating Expenses. Operating expenses increased $3.8 million or 13.8% to
$31.3 million in the nine months ended May 31, 1997, as compared to $27.5
million in the nine months ended May 31, 1996. The majority of this increase
was attributable to an increase in wages and plant operations resulting from
acquisitions. Vehicle expenses also contributed to this increase due to higher
own use vehicle fuel costs associated with higher propane prices and volumes.
Selling, General and Administrative. Selling, general and administrative
expenses were $4.0 million for the nine months ending May 31, 1997, an increase
of $1.0 million or 33.3% as compared to $3.0 million for the nine months ending
May 31, 1996. This increase resulted from costs associated with being a public
entity as well as master limited partnership.
Depreciation and Amortization. Depreciation and amortization increased
approximately $1.2 million or 17.1% to $8.2 million in the nine months ended
May 31, 1997, as compared to $7.0 million for the same period last year. This
increase was the result of additional depreciation and amortization associated
with acquisitions.
Operating Income. Operating income increased $2.2 million or 12.9% to
$19.3 million for the nine months ending May 31, 1997, as compared to $17.1
million for the nine months ended May 31, 1996. This increase was primarily due
to greater volumes related to acquisitions and internal growth partially offset
by the associated increases in operating expenses.
Net Income. Net income increased $6.8 million or 174.4% to $10.7 million
for the nine months ending May 31, 1997, as compared to $3.9 million for the
nine months ended May 31, 1996. This increase is the result of higher operating
income and lower interest expense in the nine months ending May 31, 1997, and
the elimination of an income tax provision in 1997 as a result of converting to
a partnership form versus the $3.3 million income tax provision that the
Company recorded for the nine months ended May 31, 1996.
EBITDA. Earnings before interest, taxes, depreciation, and amortization
increased $3.7 million or 15.0% to $28.3 million in the nine months ended May
31, 1997, as compared to $24.6 million for the same period last year. This
increase was due to increased domestic margins and volumes related to
acquisitions and internal growth partially offset by the related increase in
operating expenses.
Three Months Ended May 31, 1997 Compared to Three Months Ended May 31,
1996.
Volume. During the three months ended May 31, 1997, the Partnership sold
26.6 million retail gallons, a slight decrease of .7 million retail gallons or
2.6% from the 27.3 million retail gallons sold in the three months ended May
31, 1996. This decrease was primarily attributable to warmer weather in the
Partnership's areas of operations during the three months ended May 31, 1997 as
compared to the same
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<PAGE> 9
period of the prior year. The peak month of the three month period ending May
31, 1997 being March, was the month most adversely affected by warmer than
normal weather and warmer weather than the same period last year.
The Partnership also sold approximately 29.1 million wholesale gallons in
the three months ended May 31, 1997, an increase of 8.1 million wholesale
gallons or 38.6% from the 21.0 million wholesale gallons in the three months
ended May 31, 1996. The increase in wholesale volumes was mainly attributable
to the increased wholesale volumes in the foreign operations of M-P Oils
Partnership.
Revenues. Total revenues increased $4.2 million or 11.4% to $40.9 million
for the three months ended May 31, 1997, as compared to $36.7 million for the
same three month period last year. Domestic revenues increased $1.6 million or
5.2% to $32.2 million for the three months ended May 31, 1997, as compared to
$30.6 million for the three months ended May 31, 1996. Foreign revenues
increased $2.6 million or 42.6% to $8.7 million for the three months ended May
31, 1997, as compared to $6.1 million for the same three month period last
year. The increase in foreign revenues was attributable to increased volumes
whereas the increased domestic revenues resulted from higher selling prices and
offset by the decrease in volumes due to warmer weather.
Cost of Sales. Total cost of sales increased $2.7 million or 12.4% to
$24.4 million for the three months ended May 31, 1997, as compared to $21.7
million for the three months ended May 31, 1996. Domestic cost of sales
increased $.2 million or 1.3% to $15.9 million for the three months ended May
31, 1997, as compared to $15.7 million for the comparable three month period
last year. Foreign cost of sales increased $2.5 million or 41.7% to $8.5
million for the three months ended May 31, 1997, as compared to $6.0 million
for the same three month period last year. The increase in foreign cost of
sales was primarily attributable to increased volumes. The peak selling month
of the three month period ending May 31, 1997 being March was affected by the
higher propane costs coming out of winter and decreased volumes due to the warm
weather leaving the Partnership with high priced inventory that carried through
to the end of the quarter. The increase in domestic cost of sales was due to
the higher propane costs but was offset by the decrease in retail volumes.
Gross Profit. Gross profit increased $1.5 million or 10.0% to $16.5
million for the three months ended May 31, 1997, as compared to $15.0 million
for the same three month period last year. This increase was attributable to an
increase in foreign volumes sold and an increase in domestic margins.
Operating Expenses. Operating expenses increased $1.1 million or 12.6% to
$9.8 million in the three months ended May 31, 1997, as compared to $8.7
million in the three months ended May 31, 1996. This increase was primarily
attributable to costs associated with acquisitions.
Selling, General and Administrative. Selling, general and administrative
expenses were $1.3 million for the three months ending May 31, 1997, an
increase of $.2 million or 18.2% as compared to $1.1 million for the three
months ending May 31, 1996. This increase resulted from costs associated with
being a public entity as well as a master limited partnership.
Depreciation and Amortization. Depreciation and amortization increased
approximately $.5 million or 20.8% to $2.9 million in the three months ended
May 31, 1997, as compared to $2.4 million for the same three month period last
year. This increase was the result of additional depreciation and amortization
associated with acquisitions.
Operating Income. Operating income decreased $0.3 million or 10.7% to $2.5
million for the three months ending May 31, 1997, as compared to $2.8 million
for the three months ended May 31, 1996. This decrease was primarily due to the
acquisition associated increases in operating expenses and the impact of warmer
weather.
Net Income. Net income decreased $0.2 million or 66.7% to $(0.5) million
for the three months ending May 31, 1997, as compared to $(0.3) million for the
three months ended May 31, 1996. This
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<PAGE> 10
decrease is the result of lower operating income.
EBITDA. Earnings before interest, taxes, depreciation, and
amortization increased $0.4 million or 7.7% to $5.6 million in the three months
ended May 31, 1997, as compared to $5.2 million for the prior year three month
period. This increase was due to increased gross profit offset by the
acquisition related increase in operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Cash provided by operating activities during the nine months ended May 31,
1997, was $20.0 million compared to $14.1 million during the nine months ended
May 31, 1996. The cash flows from operations during the nine months ended May
31, 1997, consisted primarily of net income of $10.7 million and noncash
charges of $7.9 million, principally depreciation and amortization. Cash flows
from operating activities are greatest during the third quarter when customers
are paying for propane purchased during the heating season of the first and
second quarters.
Cash used in investing activities during the nine months ended May 31,
1997 included capital expenditures for acquisitions amounting to $3.9 million,
net of cash received plus $5.6 million spent for maintenance needed to sustain
operations at current levels, new customer tanks to support growth of
operations and other miscellaneous capitalized items. These amounts were
partially offset by the proceeds from asset sales of $1.4 million.
Cash used by financing activities during the nine months ended May 31,
1997 of $11.3 million reflects cash distributions to unit holders of $10.9
million plus net working capital borrowings of $.4 million for operating
purposes under the credit facilities available to the Partnership.
Financing and Sources of Liquidity
The Partnership has a Bank Credit Facility, which includes a Working
Capital Facility, a revolving credit facility providing for up to $15.0 million
of borrowings to be used for working capital and other general partnership
purposes, and an Acquisition Facility, a revolving credit facility providing
for up to $25.0 million of borrowings to be used for acquisitions and
improvements.
The Partnership uses almost all of its cash provided by operating and
financing activities to fund acquisition, maintenance and growth capital
expenditures. Acquisition capital expenditures, which include expenditures
related to the acquisition of retail propane operations and intangibles
associated with such acquired businesses, were $3.9 million for the nine months
ended May 31, 1997, as compared to $8.4 million during the nine months ended
May 31, 1996.
The assets utilized in the propane business do not typically require
lengthy manufacturing process time nor complicated, high technology components.
Accordingly, the Partnership does not have any significant financial
commitments for capital expenditures. In addition, the Partnership has not
experienced any significant increases attributable to inflation in the cost of
these assets.
The ability of the Partnership to satisfy its obligations will depend on
its future performance, which will be subject to prevailing economic,
financial, business and weather conditions and other factors, many of which are
beyond its control. Future capital needs of the Partnership are expected to be
provided by future operations, existing cash balances and the Working Capital
Facility. The Partnership may incur additional indebtedness or issue additional
Units to fund possible future acquisitions.
-8-
<PAGE> 11
FORM 10-Q
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) The following exhibits are filed as part of this Report. Exhibits required
by Item 601 of Regulation S-K, but which are not listed below, are not
applicable.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
21.1.1 List of Subsidiaries
27.1 Financial Data Schedule - Filed with EDGAR version only
</TABLE>
(b) No reports on Form 8-K have been filed by the registrant for the quarter
for which this report is filed.
-9-
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HERITAGE PROPANE PARTNERS, L.P.
By: Heritage Holdings, Inc., General Partner
Date: July 14, 1997 By: /s/ H. Michael Krimbill
------------------------------------
H. Michael Krimbill
(Chief Accounting Officer and
officer duly authorized to sign
on behalf of the registrant)
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<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<S> <C>
21.1.1 List of Subsidiaries
27.1 Financial Data Schedule - Filed with EDGAR version only
</TABLE>
<PAGE> 1
EXHIBIT 21.1.1
SUBSIDIARIES
1. Heritage Operating, L.P., a Delaware limited partnership, which does
business under the following names:
* Balgas
* Baremore's Propane
* Carolane Propane Gas
* Fairway Propane
* Gas Service Co.
* Greer Gas Co.
* Harris Propane Gas
* Heritage Propane
* Holton's L.P. Gas
* Horizon Gas
* Horizon Gas of Palm Bay
* Ikard & Newsom
* Jerry's Propane Service
* Kingston Propane
* Liberty Propane Gas
* Meyers Propane Service
* New Mexico Propane
* Northern Energy
* Northwestern Propane
* Sante Fe Gas
* Sawyer Gas
* Spring Lake Super Flame
* Tri-Gas of Benzie
* Turner Propane
* Wakulla L. P. G.
2. Heritage - Bi State, L. L. C., a Delaware limited liability company
holding a partnership interest in the following:
* Bi-State Propane (Bi-State Propane also transacts business
under the name Turner Propane
3. Heritage Service Corp., a Delaware corporation holding a direct or
indirect interest in the following:
* M-P Oils Ltd.
* M-P Oils Partnership
4. Guilford Gas Service, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> AUG-31-1997 AUG-31-1997
<PERIOD-START> MAR-01-1997 SEP-01-1996
<PERIOD-END> MAY-31-1997 MAY-31-1997
<CASH> 1,696 1,696
<SECURITIES> 0 0
<RECEIVABLES> 11,904 11,904
<ALLOWANCES> 336 336
<INVENTORY> 8,452 8,452
<CURRENT-ASSETS> 22,899 22,899
<PP&E> 138,917 138,917
<DEPRECIATION> 26,879 26,879
<TOTAL-ASSETS> 189,065 189,065
<CURRENT-LIABILITIES> 19,387 19,387
<BONDS> 139,293 139,293
0 0
0 0
<COMMON> 30,385 30,385
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 189,065 189,065
<SALES> 40,912 176,295
<TOTAL-REVENUES> 40,912 176,295
<CGS> 24,453 113,519
<TOTAL-COSTS> 38,455 156,985
<OTHER-EXPENSES> (17) (326)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 2,961 8,911
<INCOME-PRETAX> (416) 11,218
<INCOME-TAX> 4 24
<INCOME-CONTINUING> (491) 10,701
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (491) 10,701
<EPS-PRIMARY> (.06) 1.33
<EPS-DILUTED> 0 0
</TABLE>
